Abridge Terms of Use Agreement

This Abridge Terms of Use Agreement (“Agreement”) governs your use of the Abridge App (“Abridge App” or “App”) and the Abridge Telehealth Service (“Abridge Telehealth”) (collectively, “the Abridge Services”, “the Services” or “Abridge”) made available to you by Abridge AI Inc. (“Abridge AI”, “Abridge”, “we”, “us”, “our”). Do not use the Services if you do not agree to be bound by this Agreement.

This Agreement contains a binding dispute resolution and waiver of class action claims clause. Please read it carefully because it affects your rights

Abridge facilitates understanding of health care conversations. The Service helps people record the audio from their clinical encounters and subsequently applies machine learning to create an organized summary of the appointment.

Abridge App. Abridge App is intended for personal use only. You may only use the Abridge App in compliance with this Agreement and all applicable laws and regulations. You are responsible for your use of the Service.

Abridge Telehealth Services. You may use Abridge Telehealth Services as a Verified Telehealth Professional under the terms of a Master Agreement between you and us or and/or a controlling entity (such as a hospital) and us. If you are using Abridge as part of a Master Agreement, the terms of that Agreement apply to your use of Abridge as a Verified Telehealth Professional.

You must be at least 18 years old to use the Service. Do not use the Service if you are not of legal age to form a binding contract with us. A parent or legal guardian may set up an account to help manage a child’s care. Parents or guardians must agree to: 1) manage and control the account in accordance with applicable law, and 2) the use of their child’s data in accordance with our Privacy Policy in order to create such an account.

You need an account to use the Service and to access your data and information. You are responsible for safeguarding your account and you are responsible for all activities associated with your account. You must immediately notify us of any known or suspected unauthorized use of your account or any known or suspected breach of security, including the unauthorized use of your account credentials.

You agree that our provision of the Service and any data provided through the Service do not constitute the practice of any medical, nursing, or other professional health care advice, diagnosis, or treatment.

You understand that your use of the Service is completely voluntary and that you are not required to use the Service in order to receive health care or treatment. You also understand that we do not control, recommend, or endorse any specific health care providers, treatments, products, services, information, or content. You are responsible for evaluating and deciding the reputation and truthfulness of specific health care providers, treatments, information, content, products, and services that may be available through the Service. You are responsible for evaluating the accuracy of any recordings, transcripts, summaries, and any other data provided through the Service.

Do not use the Service or anything you find on the Service as a substitute for medical advice, diagnosis, or treatment. We do not make any guarantee about whether any information, products, or services you find on the Service will help you achieve the result(s) you want. Do not send us medical questions. We are not responsible if you rely on any information on the Service or generated by the Service.

Your Content. The information you capture and upload and your account information belong to you and constitute what we call “Content”. You acknowledge that all Content in your account is your sole responsibility. This means that you, and not Abridge, are entirely responsible for all Content that you upload, post, message, or otherwise transmit via the Service.

Our Derivatives. Content does not include our derivatives of that information. Derivatives may include de-identified or aggregated data, such as that generated by machine learning techniques, that we derive from the original Content. We own this derivative content and may use such derivative content for any lawful business purpose, such as to improve the Service, without any obligation or accounting to you.

Ownership & License. We do not claim ownership rights in your Content. After uploading, transmitting, or posting your Content to the Service, you grant us a non-exclusive, worldwide, royalty-free license to use, reproduce, adapt, modify, translate, publish, transmit, publicly perform, publicly display, distribute, reproduce, edit, reformat, and create derivative works from any Content that you submit, post, or display on or through the Service.

Your conduct. As a condition of your use of the Service, you warrant to Abridge that you will not use the Service for any purpose that is outside of the intended use of the Service (as described in this document), or any unlawful or prohibited purpose. You may not use the Service in any manner that could damage, disable, overburden, or impair the Service or interfere with any other party’s use and enjoyment of the Service. You may not obtain or attempt to obtain any materials or information through any means not intentionally made available or provided for through the Service. Furthermore you agree not to use the Service to purposesfully upload, post, email, or otherwise transmit any material that is derogatory, defamatory, obscene, or offensive, such as slurs, epithets, or anything that might reasonably be construed as disparagement based on race, color, national origin, sex, sexual orientation, age, disability, religious or political beliefs, or other statutorily protected status, or any content intented to interfere with our product development, language processing, or management of the Service. In addition, you may not upload, post, or transmit Content that is fraudulent or any Content that could cause us to violate any applicable law, statute, ordinance, or regulation.

Screening & Accuracy. We do not pre-screen or approve your Content and we have no obligation to monitor your Content. We have no responsibility for, or liability related to, the accuracy, content, currency, completeness, content, or delivery of Content through the Service. We reserve the right to review, modify, monitor, disclose, remove, and delete any of Our Derivatives at our sole discretion. We reserve the right in our sole discretion to disclose any information we deem necessary to satisfy any applicable law, regulation, legal process, or governmental request.

Wiretapping. You understand that wiretapping laws in some U.S. states prohibit recording individuals without their awareness. You may not post, upload, or transmit an audio recording of any third party in violation of the law. By uploading, transmitting, or posting any audio recording through the Service, you represent and warrant that you have express permission from all persons appearing in the audio recording for all potential uses by the Service and Abridge AI of such audio recording where required by law. You agree that you will not hold us responsible for your failure to inform others that you are recording them.

Minors. If your Content includes any recordings or information related to a child that is 13 years of age or younger (1) you represent and warrant that you are the child’s parent or legal guardian; and (2) you consent to our use of that Content in accordance with this Agreement.

Incomplete Recordings. You may discontinue recording at any time during a visit. If you discontinue your recording, the person (or persons) you selected to receive the recording will receive only the portion of the visit that you recorded.

Sharing. You may have the ability to share your Content with anyone of your choosing. If you decide to share your Content, we will send the recipient instructions for how to access your Content. You understand and agree that you decide with whom to share your Content and that you will have no remedies against us for how any recipient uses, shares, or otherwise processes your Content. You agree and authorize us to share your Content with whomever you have selected.

Receiving. You may receive access to Content that is shared from another Abridge user. Your continued access to this Content is determined by the Abridge user who has shared the Content. We make no representations about your continued access to this Content.

Risk. You agree that you will evaluate and bear all risk related to the use, or any activities associated with, any of your Content. The results of any actions you take based on your Content are solely your responsibility. Under no circumstances will we be liable in any way for your Content or for any loss or damage of any kind incurred as a result of the use of any of your Content made available on or through the Service. We make no representations or warranties that your Content will be available to you when you need it or that we will retain your Content for any specified period of time. You agree that you will have no remedy against us for incomplete, inaccurate, or missing Content.

Subject to the terms and conditions set forth in this Agreement, we hereby grant to you, and you hereby accept, a personal, non-transferable, non-sub licensable, temporary, limited, and non-exclusive license to use the Service solely on your mobile, handheld device. Any new revision, update, or replacement of the Service that we provide will be governed by this Agreement. We reserve all rights not expressly granted to you in this Agreement.

You may not, and will not allow or assist any third party to: (1) license, sublicense, sell, resell, transfer, assign, distribute, or otherwise commercially exploit or make available to any third party the Service in any way; (2) modify, adapt, alter, translate or create derivative works of the Service; (3) create internet “links” to the Service or “frame” or “mirror” the Service on any other server or wireless or internet-based device; (4) use or merge the Service, or any component or element thereof, with other software, databases or services not provided by us; (5) modify, enhance, supplement, create derivative works from, reverse assemble, reverse engineer, reverse compile, or otherwise reduce the Service to human readable form; (6) interfere in any manner with the operation of the Service; (7) circumvent, or attempt to circumvent, any electronic protection measures in place to regulate or control access to the Service; (8) create a database by systematically downloading and storing the information provided via the Service; or (9) use any robot, spider, app search/retrieval application, or other manual or automatic device to retrieve, index, “scrape,” “data mine,” or in any way gather the information provided on the Service or reproduce or circumvent the navigational structure or presentation of the Service without our express prior written consent. You agree not to develop, distribute, or sell any software or other functionality capable of launching, being launched from, or otherwise integrated with the Service.

We reserve the right to investigate and prosecute violations of any of the above to the fullest extent of the law. We may involve and cooperate with law enforcement authorities in prosecuting users who violate these terms.

Abridge AI is the exclusive owner of the Service (including any revisions, modifications, and enhancements thereto) and any other specifications, documentation, ideas, know-how, techniques, processes, inventions, or other intellectual property that Abridge AI may develop, conceive, or deliver. The Service is licensed – not sold. No title to or ownership of the Service is transferred to you. You may not remove, alter, or obscure any copyright notice or any other proprietary notice that appears on or in the Service.

Abridge’s name, logo, and the product names associated with the Service are trademarks of Abridge AI, our affiliated companies, or other third parties and we do not grant any right or license to you to use them. Any logo, trademark, service mark, domain name, or trade name appearing on or within the Service, whether registered or not, are the property of Abridge AI or their respective owners. You may not use any of the foregoing without our express permission.

Your contract with your mobile network provider (“Mobile Provider”) will continue to apply when accessing or using the Service on your mobile, handheld device (“Mobile Device”). You understand that your mobile provider may charge you fees for your use of its network connection while accessing or using the Service, for data downloading, e-mail, text messages, for roaming, and other mobile provider or third party charges. You understand that the Service is provided over the Internet and mobile networks, so the quality and availability of the Service may be affected by factors outside our control. We do not guarantee that the Service will be compatible or operate with your Mobile Provider’s service plans, with any particular Mobile Device, or other piece of hardware, software, equipment, or device you install on or use with your Mobile Device. We are not responsible if the Service is unavailable or if you cannot download or access the Service or Content, for any compatibility or interoperability issues, or for any communication system failure which may result in the app being unavailable.

We provide the Service “as is” and we make no representations or warranties, whether express or implied, regarding its use or that the Service will be error free. To the maximum extent allowed under applicable law, we make no representations or warranties of merchantability or fitness for a particular purpose, or that the use of the Service or any information relating thereto or contained therein will not infringe any intellectual property rights of any third person. We make no representations concerning the suitability, performance, completeness, accuracy, or operation of the Service. We will not assume any liability that may arise out of your use or possession of the Service.

You expressly agree that your use of, or inability to use, the Service or any Content, data, or other information found in the Service, is at your sole risk. Your sole and exclusive remedy for dissatisfaction with the Service will be to discontinue your use of the Service.

To the maximum extent allowed under applicable law, in no event will Abridge AI be liable to you, or any person or entity claiming through you, for indirect, incidental, consequential, special, or exemplary damages, including any loss of profits, arising out of or otherwise related to this Agreement. You will have the sole responsibility for adequate protection and backup of your Content and any other data used in connection with the Service. Abridge AI’s total liability to you, and your sole and exclusive remedy, for any claim of any type whatsoever arising out of your use of the Service will be limited to proven direct damages caused by Abridge AI’s gross negligence in an amount not to exceed the amount paid by you, if any, for your access and use of the Service.

You will defend Abridge AI from and against any third party claim to the extent that such claim pertains to your (1) use, misuse, or operation of the Service; (2) breach of this Agreement; (3) Content; (4) violation of any law, rule, or regulation; (5) gross negligence or willful misconduct; or (6) claim for medical malpractice or similar claim brought by you or a third party on your behalf. We will promptly notify you in writing of such a claim, grant you sole control over the defense and settlement thereof, and reasonably cooperate with your requests for assistance.

We may suspend, disable, or close your account or otherwise stop providing the Service to you in whole or in part at any time and for any reason. We will make reasonable attempts to notify you through the email address or phone number you used to register your account if we ever have a need to suspend, disable, or close your account. We will have no liability to you or any third party if we suspend, disable, or close your account. You will not be able to access any Content on the Service once your access has been suspended or terminated or if the Service has been shut down.

This Agreement is effective until you or Abridge AI terminates it. You may terminate this Agreement at any time by discontinuing your use of the Service. We may terminate this Agreement at any time and for any reason without prior notice to you, and accordingly, we may deny you access to the Service. Termination of this Agreement will not affect any right or relief to which we are entitled at law or in equity. Upon termination of this Agreement, you must terminate all use of the Service.

The terms and conditions in this Agreement that by their nature and context are intended to survive any termination of this Agreement will survive such termination and will be fully enforceable thereafter.

We collect, store, and use personal information collected from you in accordance with our Privacy Statement. The terms and conditions of the Privacy Statement are incorporated into this Agreement.

The Content you place within the Service may be subject to federal, state, and local laws regulating the privacy, security, and confidentiality of such information. Your access to the Service occurs through a secure, password protected connection; however, no system can perfectly guard against the risks of intrusion or inadvertent disclosure.

This Agreement will be governed exclusively by the laws of the State of Pennsylvania without reference to principles of conflicts of law. All actions relating directly or indirectly to this Agreement will be brought and litigated in the state or federal courts sitting in Allegheny County, Pennsylvania. You expressly agree and consent to the sole and exclusive jurisdiction of such courts and to venue therein.

Any dispute or claim relating in any way to your use of the Service or Content provided by or through the Service that cannot be resolved between you and Abridge AI will be finally and exclusively resolved by non-appearance based binding individual arbitration under the American Arbitration Association’s rules for arbitration of consumer-related disputes. You and Abridge AI hereby expressly waive trial by jury. You may assert your claim in small claims court if your claim qualifies. You may only bring claims on your own behalf. You and Abridge AI agree that any dispute resolution proceedings will be conducted only on an individual basis and not in a class, consolidated, or representative action. This dispute resolution provision will be governed by the Federal Arbitration Act. Judgment on the award rendered by the arbitrator may be entered in any court having competent jurisdiction. Any provision of applicable law notwithstanding, the arbitrator will not have authority to award damages, remedies or awards that conflict with this Agreement. This arbitration agreement will survive the termination of your relationship with us. You and Abridge AI agree that you or Abridge AI may bring suit in court to enjoin infringement or other misuse of intellectual property rights.

To begin an arbitration proceeding, you must send a letter requesting arbitration and describing your claim to info@abridge.com.

You may not assign, sublicense, or otherwise transfer this Agreement or the license granted hereunder without our prior written consent. Any attempt to assign this Agreement or the license granted hereunder without our consent will be void. This Agreement supersedes all prior agreements concerning the subject matter herein. If any provision in this Agreement is deemed invalid by a court with competent jurisdiction, such provision or portion thereof will be deemed omitted. No term or provision in this Agreement will be deemed waived and no breach excused unless such waiver or consent is in writing and signed by us. Our waiver or failure to exercise in any respect any right provided herein will not be deemed a waiver or any further right hereunder. Nothing in this Agreement will create or confer upon any party that is not Abridge AI or you any legal or equitable rights, remedies, liabilities, or claims with respect to this Agreement.

We reserve the right to amend this Agreement at any time. However, we will make every effort to not change it very often, and if we do make a material change, we will inform you or provide public notice on our website.